SIMPLIFY3D SOFTWARE - END USER LICENSE AGREEMENT
IMPORTANT - READ BEFORE COPYING, INSTALLING OR USING.
Do not use or load this software and any associated materials until You have carefully read the following terms and conditions. By choosing or clicking "I Agree" (or similar) in the loading/installation of the Software, You acknowledge and accept the terms and conditions of this agreement ("Agreement"). If You do not agree, You shall not install or use the Software.
WARNING: This computer program is protected by copyright law both domestically and through international treaties. Unauthorized reproduction or distribution of this program, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
"You" or "Your" as used herein means the person or company who is being licensed to use the Software, as defined below.
"Software" means all computer programs and documentation related to the Simplify3D Software by Simplify3D, which focuses on creating a complete integrated 3D printing toolchain from a single unified application.
"Term" shall be perpetual unless terminated in accordance with the terms of this Agreement or by mutual consent of the parties.
"User Seats" equals two (2).
2. PROPRIETARY RIGHTS
You acknowledge and agree that the materials contained in this Software are protected by and that title/ownership rights to the Software, including, but not limited to, copyrights, mask work rights, patents, trademarks, trade secrets, proprietary information and other intellectual property rights, as well as all copies thereof reside and shall remain in Simplify3D. You shall not allow others to use or have access to the Software, either directly or indirectly, and shall not make or allow others to make copies or reproductions of the Software in any form (e.g., executables or otherwise) without the prior written consent of Simplify3D. You shall maintain the confidentiality of the Software so as to prevent unauthorized disclosure or copying. You shall notify Simplify3D of any unauthorized use, copying or disclosure of the Software known to You.
You shall not, at any time copy, reverse engineer, disassemble the source or object code used in, or in any other fashion attempt to exploit the Software in any way or for any other purpose except as is permitted under this Agreement and to make an archival copy of the Software. All copies of the Software made by You as well as any output generated by the Software shall bear the proprietary markings (be they patent, copyright, trademark or trade secret) of Simplify3D borne by the copies transmitted or provided by Simplify3D or third party to You and in the same form and location as the original. All rights not expressly granted herein are reserved.
Simplify3D may terminate the Agreement for breach of any provision of this Section if You have not cured such breach to the satisfaction of Simplify3D within ten days after receipt of written notice describing the breach. This right of termination shall not preclude Simplify3D from recovering against You any damages Simplify3D may suffer as a result of such breach or from any legal and/or equitable remedies.
The Software and any later improvements, upgrades, or repairs thereto, constitute proprietary property of Simplify3D. In the event that You contribute in any degree to such improvements, upgrades, or repairs, you hereby grant to Simplify3D the royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display all content, remarks, suggestions, ideas, graphics, reviews or comments, or other information communicated to Simplify3D regarding the Software (together, the "Submission"), and to incorporate any Submission in other works in any form, media, or technology now known or later developed. Simplify3D will not be required to treat any Submission as confidential, and may use any Submission in its business (including without limitation, for products or advertising) without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future Simplify3D operations or products.
You agree that Your use of the Software is a license and not a sale of the Software. You agree that the contents of the Software including, but not limited to, graphics, media files, text, editorial content, notices, software and other material contain proprietary information and are protected by applicable United States and foreign intellectual property and other laws, including but not limited to trade secrets, copyrights, trademarks, and patents. You may not seek by any means to obtain any materials or information through the Software not intentionally made available to You through the Software.
You agree that You will not:
- Attempt to gain access to any portion of this Software, any computer, server, account, network, software, or hardware associated with this Software, from which You are restricted.
- Violate any applicable laws or regulations.
- Use the Software for any purpose prohibited by this Agreement.
Nothing herein shall reduce or modify Simplify3Dâs ownership of the Software.
3. LICENSE GRANT
Simplify3D hereby grants to You a non-exclusive, non-transferable limited license to install and utilize the Software on a concurrent user basis for the Term. You may install the software on multiple computers that You own equal to the number of User Seats purchased by You. You are expressly prohibited from sublicensing, selling, renting, leasing, acting as a service bureau for the production of instructions or intermediate output of the Software (but not for the production of physical end products derived from the Software) or otherwise distributing the Software or making any use prohibited by law.
Simplify3D shall make the Software available to You via download through the Simplify3D website ("Site"). Each computer on which the Software is installed (up to the number of User Seats) must be registered and activated via Your product key. If you wish to move the Software to an alternative computer, you must deactivate Your product key and delete the Software from enough computers to compensate for the alternative computers chosen or purchase additional User Seats. Any additional computers must be registered and activated before the Software will work.
5. SUPPORT & ERROR CORRECTION
Simplify3D is under no obligation, whatsoever, to provide patches, bug fixes or other updates to the Software. Simplify3D may, at it its sole option, provide patches, bug fixes or other minor updates ("Patches & Fixes") for the Software free of charge. If Patches & Fixes are provided, Simplify3D grants to You a non-exclusive perpetual fully paid up license to utilize the Patches & Fixes in conjunction with the Software. All Patches & Fixes shall be the sole property of Simplify3D and, once issued, shall be considered part of the Software and subject to all of the terms and conditions of this Agreement.
6. INJUNCTIVE RELIEF
You acknowledge that the unauthorized use, transfer or disclosure of the Software and Documentation or copies thereof will: (1) substantially diminish the value to Simplify3D of the trade secrets and other proprietary interests that are the subject of this Agreement; (2) render Simplify3D's remedy at law for such unauthorized use, disclosure or transfer inadequate; and (3) cause irreparable injury in a short period of time. If You breach any of its obligations with respect to the use or confidentiality of the Software or Documentation, Simplify3D shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief.
7. POST TERMINATION
Upon the expiration or termination of this Agreement, all rights granted to You under this Agreement shall forthwith terminate and immediately revert to Simplify3D and You shall discontinue all use of the Software. Simplify3D may require that You transmit to Simplify3D or destroy, at no cost, all material relating to the Software.
Any user names and/or passwords used for this Software are for individual use only. You will be responsible for the security of Your user name and/or password (if any). Simplify3D will be entitled to monitor Your password and, at its discretion, require You to change it. If You use a password that Simplify3D considers insecure, Simplify3D will be entitled to require the password to be changed and/or terminate Your account.
9. NO REPRESENTATIONS OR WARRANTIES
Simplify3D makes no representations or warranties that this Software is free of defects, viruses or other harmful components. Simplify3D shall not be responsible for any damages or loss that may result from the hacking or infiltration of this Software or associated computer systems and data servers. YOU HAVE THE SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACKUP OF DATA AND/OR EQUIPMENT USED IN CONNECTION WITH THIS SOFTWARE AND YOU AGREE TO HOLD SIMPLIFY3D HARMLESS FROM, AND YOU COVENANT NOT TO SUE SIMPLIFY3D FOR, ANY CLAIMS BASED ON THE USE OF THIS SOFTWARE, INCLUDING CLAIMS FOR LOST DATA, WORK DELAYS OR LOST PROFITS RESULTING FROM USE OF MATERIALS OR CONTENT FROM THIS SOFTWARE. THE SOFTWARE MAY CONTAIN TECHNICAL INACCURACIES, OUTDATED INFORMATION AND TYPOGRAPHICAL ERRORS. ALL MATERIALS, INFORMATION, SOFTWARE, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THIS SOFTWARE ARE PROVIDED "AS IS" AND "AS AVAILABLE." SIMPLIFY3D DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. SIMPLIFY3D MAKES NO WARRANTIES OR REPRESENTATIONS CONCERNING THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, OR ACCURACY OF THE INFORMATION, PRODUCTS OR SERVICES CONTAINED IN OR OBTAINED THROUGH THE SOFTWARE FOR ANY PURPOSE. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES; THESE EXCLUSIONS MAY NOT APPLY TO YOU. NO AGENT OF SIMPLIFY3D IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF SIMPLIFY3D AS SET FORTH HEREIN. ANY IMPLIED WARRANTIES THAT CANNOT BE EXCLUDED ARE LIMITED TO 30 DAYS OR TO THE SHORTEST PERIOD PERMITTED BY THE APPLICABLE LAW, WHICHEVER IS GREATER.
10. DISCLAIMER OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL SIMPLIFY3D OR ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR ANY OTHER DAMAGES WHATSOEVER THAT MAY RESULT FROM THE USE OF OR THE INABILITY TO USE THIS SOFTWARE, INCLUDING WITHOUT LIMITATION, DAMAGES ARISING FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DETERIORATION OR CORRUPTION OF FILES, DELETION OR CORRUPTION OF EMAIL, ERRORS, LOSS OF DATA, LOSS OF PROFITS, DEFECTS, VIRUSES, AND/OR DELAYS. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF SIMPLIFY3D HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT THE CONSIDERATION WHICH SIMPLIFY3D IS CHARGING HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION BY SIMPLIFY3D OF THE RISK OF LICENSEE'S CONSEQUENTIAL OR INCIDENTAL DAMAGES WHICH MAY ARISE IN CONNECTION WITH LICENSEE'S USE OF THE SOFTWARE AND DOCUMENTATION. IN ANY CASE, SIMPLIFY3DâS ENTIRE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE LICENSE TO THE SOFTWARE OR $500.00 US DOLLARS. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES; SIMPLIFY3DâS LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. The essential purpose of this provision is to limit the potential liability of Simplify3D arising out of this Agreement. The parties acknowledge that the limitations set forth in this Section are integral to the amount of consideration levied in connection with the license of the Software and that, were Simplify3D to assume any further liability other than as set forth herein, such consideration would of necessity be set substantially higher. If You are dissatisfied with any portion of the Software, Your sole remedy is to cease using it.
You agree to defend, indemnify, and hold harmless Simplify3D and its employees, agents, directors, officers and shareholders, from and against all liabilities, claims, damages, and expenses (including without limitation reasonable attorneysâ fees and costs) arising out of Your use of this Software, Your breach of this agreement, or Your infringement of the intellectual property rights of third parties.
Simplify3D may terminate this Agreement for breach of any section of this Agreement if You have not cured such breach to the satisfaction of Simplify3D with 10 days after receipt of written notice describing the breach. This right of termination shall not preclude Simplify3D from asserting and obtaining against You any damages Simplify3D may suffer as a result of such breach or from any legal and/or equitable remedies. Simplify3D shall not be held liable to You or any third-party for any termination of Your access to this Software.
13. GOVERNMENT RIGHTS
You acknowledge that the export, and use of certain hardware, software and technical data provided hereunder is regulated by the United States and other governments and You agree to comply with all applicable laws and regulations. You agree not to export or re-export directly or indirectly any equipment, software, software releases or related technical data or information without first obtaining any required license(s) or governmental approvals.
This Agreement shall be given effect to the fullest extent permissible by law. In case any one or more of the provisions contained in this agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions hereof, and this agreement shall be construed to give maximum legal effect to the intent expressed herein.
This agreement is governed by, and construed in accordance with the laws of the State of Ohio, without giving effect to any principles of conflicts of law. You hereby consent to the exclusive jurisdiction and venue of the courts of the State of Ohio or, if appropriate, the United States District Court for the Southern District of Ohio for the resolution of all disputes arising out of or relating to the use of this Software and the associated services. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this software or the software license pertaining to this agreement.
Simplify3D may assign this agreement, in whole or in part, at any time.
Simplify3Dâs performance of this Agreement is subject to existing laws and legal process. Nothing contained in this Agreement is in derogation of Simplify3Dâs right to comply with governmental, court and law enforcement requests relating to Your use of the Software, or information collected by Simplify3D in connection with such use.
Any unauthorized access, modification or change of any information, or any interference with the availability of or access to this Software is strictly prohibited. Simplify3D reserves all legal rights and remedies available to it and this disclaimer shall in no way be deemed a limitation or waiver of any other rights Simplify3D may have.
The Simplify3D may change the terms of this Agreement from time to time. You agree to check the Simplify3D's website, where the latest copy of the Agreement will be posted, for any material changes. You expressly agree that the continued use of any software provided by the Simplify3D after the effective date of any change will constitute your consent to any such revised Agreement. If at any time You do not accept any such revision, You must remove the Software from the computer it was installed on. If You do not remove the Software, this will indicate acceptance of the current Agreement, as posted on the Simplify3D's website for the Software.
The provisions which, by their nature, should survive termination of this Agreement shall do so.
16. RESERVATION OF RIGHTS
All rights not expressly granted herein are reserved exclusively and entirely to Simplify3D.
17. Contact Information
Contact Name: Legal Dept, Simplify3D
Email Address: firstname.lastname@example.org
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